Roberta Romano

Sterling Professor of Law and Director, Yale Law School Center for the Study of Corporate Law

(on leave, spring 2017)


Roberta Romano is Sterling Professor of Law at Yale Law School and Director of the Yale Law School Center for the Study of Corporate Law. Her research has focused on state competition for corporate charters, the political economy of takeover regulation, shareholder litigation, institutional investor activism in corporate governance and the regulation of securities markets and financial instruments and institutions.

FULL BIOGRAPHY

Contact Information


Yale Law School

P.O. Box 208215

New Haven, CT 06520

Education & Curriculum Vitae


J.D., Yale Law School, 1980

M.A., University of Chicago, 1975

B.A., University of Rochester, 1973

Courses Taught


  • Business Organizations
  • Applied Corporate Finance
  • Colloquium on Contemporary Issues in Law and Business
  • Law, Economics, and Organization

Roberta Romano is Sterling Professor of Law at Yale Law School and Director of the Yale Law School Center for the Study of Corporate Law. Her research has focused on state competition for corporate charters, the political economy of takeover regulation, shareholder litigation, institutional investor activism in corporate governance and the regulation of securities markets and financial instruments and institutions. Professor Romano is a fellow of the American Academy of Arts and Sciences and the European Corporate Governance Institute, a research associate of the National Bureau for Economic Research, a past President of the American Law and Economics Association and the Society for Empirical Legal Studies, amd a past co-editor of the Journal of Law, Economics and Organization. She has received the Yale Law Women teaching award three times and is the author of The Genius of American Corporate Law (1993) and The Advantage of Competitive Federalism for Securities Regulation (2002), and series editor of the Foundations of Law reader series and editor of the volume in the series, Foundations of Corporate Law, 2d ed. (2010). 

Books

Financial Regulation After the Global Financial Crisis: US and China Perspectives (with Shen Wei, Eds.) (China Law Press, forthcoming). (in Chinese)


The Advantage of Competitive Federalism for Securities Regulation (AEI Press, 2002)


The Genius of American Corporate Law (AEI Press, 1993)


Foundations of Corporate Law, 2d ed. (Ed.) (LexisNexis, 2010); Chinese translation by Prof. Luo Peixin (Peking University Press 2013)


Articles

The Private Ordering Solution to Multiforum Shareholder Litigation (with Sarath Sanga), Journal of Empirical Legal Studies (forthcoming)

The Making of Contemporary Corporate Law Scholarship in H. Siekmann, et al., eds., Unternehmensrecht im 21. Jahrhundert – Business Law in the 21st Century (Mohr Siebeck, Tübingen forthcoming).

Remembering Marvin Chirelstein, 115 Columbia Law Review 305 (2016); abridged version published at 63 Yale Law Report. 46 (Winter 2016)

The Market for Corporate Law Redux in F. Parisi, ed., Oxford Handbook of Law and Economics (Oxford University Press forthcoming)

Regulating in the Dark and a Postscript Assessment of the Iron Law of Financial Regulation, 43 Hofstra Law Review 25 (2014); an updated version of the postscript part published as Further Assessment of the Iron Law of Financial Regulation: A Postscript to Regulating in the Dark, in A. Anand, ed., Systemic Risk, Institutional Design and the Regulation of Financial Markets (Oxford University Press, forthcoming); and a slightly revised version of the postscript published as Pitfalls in the Iron Law of Financial Regulation: A Postscript to Regulating in the Dark, in R. Waldburger, P. Sester, C. Peter and C. Baer, eds., Law & Economics Festschrift für Peter Nobel zum 70. Geburtstag (Stämpfli Verlag AG, Bern, 2015)

Getting Incentives Right: Is Deferred Bank Executive Compensation Sufficient? (With Sanjai Bhagat and Brian Bolton), 31 Yale Journal on Regulation 523 (2014)

For Diversity in the International Regulation of Financial Institutions: Critiquing and Recalibrating the Basel Architecture, 31 Yale Journal on Regulation 1 (2014), reprinted in G. Miller, ed., Economics of Financial Law (Edward Elgar forthcoming); translated and reprinted in two parts in China Financial and Economics University Law School Journal (forthcoming) (translated by Shen Wei)

Regulating in the Dark, in C. Coglianese, ed., Regulatory Breakdown: The Crisis of Confidence in U.S. Regulation (University of Pennsylvania Press, 2012); translated and reprinted in SJTU Law Review, No.3, p. 10 (Sept. 2013) (translated by Xiaochuan Weng); earlier version published in Revue trimestrielle de Droit financier – Corporate Finance and Capital Markets Law Review, volume 2011-4; abridged version published in 1 Journal of Financial Perspectives 23 (2013) and Z. Shishido, ed., Enterprise Law: Contracts, Markets, and Law in the US and Japan (Edward Elgar, 2014).

Judicial Decisions and Financial Innovation: An Example from Protective Covenants in Debt Contracts, 4 Securities Law Review 404 (2011), a publication of the Shanghai Stock Exchange (translated by Chen Yangyang)

Institutional Investors and Proxy Voting on Compensation Plans: The Impact of the 2003 Mutual Fund Voting Disclosure Regulation (with Martijn Cremers), 13 American Law and Economics Review 220 (2011)

Against Financial Regulation Harmonization: A Comment, in P. Nobel, K. Krehan and A. Tanner, eds., Law and Economics of Global Financial Institutions (Schulthess 2010)

Does the Sarbanes-Oxley Act Have a Future?, 26 Yale Journal on Regulation 229 (2009)

Reforming Executive Compensation: Focusing and Committing to the Long-term (with Sanjai Bhagat), 26 Yale Journal on Regulation 359 (2009); revised version, Reforming Executive Compensation: Simplicity, Transparency and Committing to the Long-term (with Sanjai Bhagat), 7 European Company and Financial Law Review 273 (2010) ; revised version, Reforming Financial Executives’ Compensation for the Long Term (with Sanjai Bhagat), in J. Hill and R. Thomas, eds., The Research Handbook on Executive Pay (Edward Elgar, 2012), translated and reprinted as Reforming Compensation in a World of Government Bailouts: Properly Incentivizing Financial Institutions’ Executives, Shanghai Jaio Tong University Law Journal (Winter 2013) (translated by Professor Shen Wei).

The Promise and Peril of Corporate Governance Indices (with Sanjai Bhagat and Brian Bolton), 108 Columbia Law Review 1803 (2008), abridged version in W. Oostwouder and H. Schenk, eds., Corporate Governance: Current issues and the financial crisis (Kluwer, 2011); revised version published as The Effect of Corporate Governance on Performance, in H. K. Baker and R. Anderson, eds., Corporate Governance (John Wiley & Sons, 2010)

The Sarbanes-Oxley Act at a Crossroads, in M. Ghertman & C. Menard eds., Regulation, Deregulation and Reregulation Institutional Perspectives 243(Edward Elgar Publishers, 2009) and in Giuffrè, ed., Quaderni di Giurisprudenza Commerciale (2008); translated and reprinted, La ‘Ley Sarbanes-Oxley’ en la Encrucijada, in Foro de Derecho Mercantil-Revista Internacional No. 22, 7 (2009)

Corporate Lawsuits in the U.S.: Impact on Share Prices (with Sanjai Bhagat), CFO Connect (February 2008)

Empirical Studies of Corporate Law (with Sanjai Bhagat), in 2 A.M. Polinsky and S. Shavell, eds., Handbook of Law and Economics 945 (Elsevier, 2007)

The States as a Laboratory: Legal Innovation and State Competition for Corporate Charters, 23 Yale Journal on Regulation 209 (2006), and abridged version in A. Gerber and E. Patashnik, eds., Promoting the General Welfare: New Perspectives on Government Performance 282 (Brookings Institution Press 2006); reprinted in 48 Corporate Practice Commentator 669 (2007) and in Robert D. Cooter and Francesco Parisi, eds., Legal Institutions and Economic Development (Edward Elgar, 2010)

The Sarbanes-Oxley Act and the Making of Quack Corporate Governance, 114 Yale Law Journal 1521 (2005); reprinted in 38 Securities Law Review §3:1 (2006) and N. Rapoport, J. Van Niel and B. Dharan, eds., Enron and Other Corporate Fiascos: The Corporate Scandal Reader (2d ed. 2009); excerpted as Sarbanes-Oxley: Quack Corporate Governance, The Corporate Board (September/October 2005), p. 5; also excerpted as Quack Corporate Governance, 28 Regulation 36 (Winter 2005-2006)

After the Revolution in Corporate Law, 55 Journal of Legal Education 342 (2005)

Is Regulatory Competition a Problem or Irrelevant for Corporate Governance?, 21 Oxford Review of Economic Policy 212 (2005)

Does Confidential Proxy Voting Matter?, 32 Journal of Legal Studies 465 (2003)

Event Studies and the Law: Part I: Technique and Corporate Litigation (with Sanjai Bhagat), 4 American Law and Economics Review 141 (2002)

Event Studies and the Law: Part II: Empirical Studies of Corporate Law (with Sanjai Bhagat), 4 American Law and Economics Review (2002) 380

Less is More: Making Institutional Investor Activism a Valuable Mechanism of Corporate Governance, 18 Yale Journal on Regulation 174 (2001); abridged version reproduced in 6 Direito Dos Valores Mobiliários 313 (2006); and a slightly different version in J. McCahery and L. Renneboog, eds., Convergence and Diversity in Corporate Governance Regimes and Capital Markets (Oxford University Press, 2002)

The Need for Competition in International Securities Regulation, 2 Theoretical Inquiries in Law 387 (2001)

Comment on S. Woodward, Regulatory Capture at the U.S. Securities and Exchange Commission, in J. Barth, D. Brumbaugh and G. Yago, eds., Restructuring Regulation and Financial Institutions 121 (Neuhaus Publishing, 2000)

Corporate Law as the Paradigm for Contractual Choice of Law, in F. Buckley, ed., The Fall and Rise of Freedom of Contract 370 (Duke University Press, 1999)

Competition for state corporate law, in Peter Newman, ed., The New Palgrave Dictionary of Economics and the Law (Macmillan Publishers, 1998)

Derivative securities regulation, in Peter Newman, ed., The New Palgrave Dictionary of Economics and the Law (Macmillan Publishers, 1998)

Empowering Investors: A Market Approach to Securities Regulation, 107 Yale Law Journal 2359 (1998); reprinted in Securities Law Review (West Group/Clark Boardman Callahan Press, 1999); 41 Corporate Practice Commentator 321 (1999) and G. Miller, ed., Economics of Securities Law (Edward Elgar Publ. forthcoming); a slightly different version is reproduced in K. Hopt, et al., eds., Comparative Corporate Governance-The State of the Art and Emerging Research 143 (Clarendon Press, 1998); abridged version reproduced in A. Tabarrok ed., Entrepreneurial Economics (Oxford University Press, 2002)

Comment on La Porta, et al., Corporate Ownership Around the World (Nov. 24, 1998)

Pension Funds and Corporate Governance, in S. Estreicher, ed., Employee Representation in the Emerging Workplace: Alternatives/Supplements to Collective Bargaining, Proceedings of New York University's 50th Annual Conference on Labor 493 (Kluwer Law International, 1998)

The Political Dynamics of Derivative Securities Regulation, 14 Yale Journal on Regulation 279 (1997)

State Competition for Corporate Charters, in J. Ferejohn and B. Weingast, eds., The New Federalism: Can the States be Trusted? 129 (Hoover Institution, 1997), translated as Federalismo concorrenziale e Legge societaria, Anno VI - N.3 Quaderni di economia e finanza 57 (1997)

Corporate Law and Corporate Governance, 5 Industrial and Corporate Change 277 (1996), reprinted in G. Carroll and D. Teece, eds., Firms, Markets and Hierarchies: The Transaction Cost Economics Perspective 365 (Oxford University Press, 1999)

Explaining American Exceptionalism in Corporate Law, in J. McCahery, et al., eds., International Regulatory Competition and Coordination: Perspectives on Economic Regulation in Europe and the United States 127 (Clarendon Press, 1996)

A Thumbnail Sketch of Derivative Securities and Their Regulation, 55 Maryland Law Review 1 (1996)

Commentary on Part V, International Aspects of Corporate Governance, in R. Daniels and R. Morck, gen. eds., Corporate Decision-Making in Canada 503 (University of Calgary Press, 1995)

The Politics of Public Pension Funds, 119 The Public Interest 42 (1995)

Politics and Public Pension Funds (Manhattan Institute, 1994)

A Comment on Presidents and the Politics of Structure, 57 Law and Contemporary Problems 59 (1994)

Getting Politics Out of Public Pension Funds, 4 The American Enterprise 42 (November/December 1993)

Pension Fund Politics, Yale Law Report (Spring 1994)

Public Pension Fund Activism in Corporate Governance Reconsidered, 93 Columbia Law Review 795 (1993), reprinted at 35 Corporate Practice Commentator 733 (1994); a version of this article was published in T. Baums, R. Buxbaum and K. Hopt, eds., Institutional Investors and Corporate Governance 105 (Walter de Gruyter & Co., 1994)

What Is the Value of Other Constituency Statutes to Shareholders?, 43 University of Toronto Law Journal 533 (1993)

Comment on Easterbrook and Fischel, "Contract and Fiduciary Duty", 36 Journal of Law and Economics 447 (1993)

A Cautionary Note on Drawing Lessons from Comparative Corporate Law, 102 Yale Law Journal 2021 (1993)

Competition for Corporate Charters and the Lesson of Takeover Statutes, 61 Fordham Law Review 843 (1993), reprinted at 35 Corporate Practice Commentator 389 (1993)

Rethinking Takeover Regulation, 5 Journal of Applied Corporate Finance 47 (Fall 1992)

A Guide to Takeovers: Theory, Evidence and Regulation, 9 Yale Journal on Regulation 119 (1992); a version of the article was reprinted in K. Hopt and E. Wymeersch, eds., European Takeovers - Law and Practice (Butterworths, 1992)

State Competition for Close-Corporation Charters: A Commentary, 70 Washington University Law Quarterly 409 (1992)

Comment on Spiller and Spitzer's "Judicial Choice of Legal Doctrines," 8 Journal of Law, Economics and Organization 47 (1992)

The Shareholder Suit: Litigation without Foundation?, 7 Journal of Law, Economics, and Organization 55 (1991); reprinted in J. Macey, ed., Classics in Corporate Law and Economics (Edward Elgar Publishing, 2008), vol. I

Theory of the Firm and Corporate Sentencing: Comment on Baysinger and Macey, 71 Boston University Law Review 377 (1991)

Corporate Governance in the Aftermath of the Insurance Crisis, in P. Schuck, ed., Tort Law and the Public Interest: Competition, Innovation, and Consumer Welfare (W.W. Norton, 1991); expanded version published in 39 Emory Law Journal 1155 (1990)

LBO Performance: Comments on Chapter 19, in A. Sametz, ed., The Battle for Corporate Control (Business One Irwin, 1991)

The Politics of the Brady Report: A Comment, 74 Cornell Law Review 865 (1989)

Answering the Wrong Question: The Tenuous Case for Mandatory Corporate Laws, 89 Columbia Law Review 1599 (1989)

Management Buyout Puzzles, in Y. Amihud, ed., Leveraged Management Buyouts: Causes and Consequences (Dow-Jones Irwin, 1989)

The Future of Hostile Takeovers: Legislation and Public Opinion, 57 University of Cincinnati Law Review 457 (1988)

Directors' and Officers' Liability Insurance: What Went Wrong?, in W. Olson, ed., New Directions in Liability Law (Academy of Political Science, 1988); revised version published as, What Went Wrong with Directors' and Officers' Liability Insurance?, 14 Delaware Journal of Corporate Law 1 (1989), reprinted in Insurance Law Anthology, volume IV (1989-90)

The State Competition Debate in Corporate Law, 8 Cardozo Law Review 709 (1987), reprinted in L. Bebchuk, ed., Corporate Law and Economic Analysis (Cambridge University Press, 1990)

The Political Economy of Takeover Statutes, 73 Virginia Law Review 111 (1987), reprinted in 1988 Securities Law Review

A Comment on Information Overload, Cognitive Illusions, and Their Implications for Public Policy, 59 Southern California Law Review 313 (1986)

Law as a Product: Some Pieces of the Incorporation Puzzle, 1 Journal of Law, Economics and Organization 225 (1985), reprinted in R. Posner and F. Parisi, eds., Law and Economics, vol. III (Edward Elgar Publishing, 1997); B.H. Kobayashi and L.E. Ribstein, eds., The Economics of Federalism (Edward Elgar Publishing, 2007).; J. Macey, ed., Classics in Corporate Law and Economics (Edward Elgar Publishing, 2008), vol. II; and C. Hill and B. McDonnell, eds., (Edward Elgar Publishing, forthcoming)

Metapolitics and Corporate Law Reform, 36 Stanford Law Review 923 (1984)

On the Benefits of Loss Recoupment: A Response (with Mark Campisano), 21 Tax Notes 209 (Oct. 17, 1983)

Recouping Losses: The Case for Full Loss Offsets (with Mark Campisano), 76 Northwestern University Law Review 709 (1981)

Note, Segregating Schools: The Foreseeable Consequences of Tuition Tax Credits, 89 Yale Law Journal 168 (1979)

Op-eds

Dodd-Frank’s Regulatory Morass, RegBlog (Nov. 10, 2014)

Reforming Executive Compensation Is Good for Everyone (with Sanjai Bhagat), denverpost.com (Feb. 8, 2009)

Pick Your Regulator, Forbes (Feb. 16, 2004)

Hostile Takeovers: Lawmakers Shouldn’t Shield Local Companies (with Henry Hansmann), Hartford Courant (March 13, 1998)

State Takeover Laws: Constitutional but Dumb, Wall Street Journal (May 14, 1987), reprinted in the Los Angeles Daily Journal (May 22,1987)